Sparkit Media Inc. entered into a binding letter agreement to acquire Meteorite Capital Inc. (TSXV:MTR.P) for CAD 2.2 million in a reverse merger transaction on May 18, 2020. Under the terms of the transaction, Meteorite will acquire all of the issued and outstanding common shares of Sparkit, in exchange for Meteorite common shares on the basis of 0.0995 Meteorite common shares for every one Sparkit share issued and outstanding. In addition, all outstanding options, convertible notes, convertible debt and any other agreement for the purchase of Sparkit Shares shall either have been exercised for their rightful common shares of Sparkit prior to the transaction or cancelled. Post completion of the transaction, the resulting issuer will have approximately 39.79 million common shares issued and outstanding, of which shareholders of Meteorite shall own approximately 17.76%, former shareholders of Sparkit will hold approximately 55.85%, and purchases under the offering will hold approximately 25.13%. Concurrently with the closing of the transaction, Meteorite intends to conduct a brokered private placement offering of common share units led by Leede Jones Gable for gross proceeds to Meteorite of a minimum of CAD 1.76 million and a maximum of CAD 2.25 million, the proceeds of which will be used to expand Sparkit’s business and for general corporate purpose. In connection with the transaction, on April 17, 2020, Meteorite advanced CAD 0.03 million to Sparkit, against delivery of a promissory note from Sparkit. The Board has also agreed to advance to Sparkit an additional amount of CAD 0.1 million pending fulfillment of the conditions. On August 13, 2020, the maturity date of the loan with Sparkit was further extended to October 15, 2020 and Meteorite agreed to advance an additional loan in the principal amount of up to CAD 0.1 million, resulting in an aggregate secured loan of CAD 225,000. On October 26, 2020, Meteorite has also agreed to extend the repayment of the loan made to Sparkit, which will now mature on the earlier of the closing of the transaction and November 30, 2020. Prior to the completion of the transaction, Meteorite shall file articles of amendment to effect a name change, to a name chosen by Sparkit and acceptable to the applicable regulatory authorities and the TSX Venture Exchange. In connection with the transaction, Meteorite Capital Inc. will change its name to “Sparkit Technologies Inc." subject to approval by shareholders. Following completion of the qualifying transaction, the resulting issuer shares are expected to be listed on the TSXV under the trading symbol “SPRK”. Upon completion of the transaction, all of the officers and two of the three Meteorite Directors will resign and be replaced by nominees of Sparkit. Clovis Najm, President, Chief Executive Officer and a Director of Sparkit Media, will continue in these positions with the resulting issuer, Lisa Dea, Chief Financial Officer of Latitude Health Sciences Inc. has been offered the role of a Director and Chair of the Audit Committee of the resulting issuer, and, Charles R. Spector will stay on as a Director of the resulting issuer. The transaction is subject to completion of satisfactory due diligence, completion of the concurrent private placement offering, Meteorite and Sparkit entering into a definitive agreement, regulatory approvals, and shareholder approval of Sparkit. As a condition to the amalgamation, all outstanding options, convertible notes, convertible debt and any other agreement for the purchase of Sparkit Shares shall have been, prior to the amalgamation, exercised for Sparkit Shares, converted into Sparkit Shares or cancelled. As on October 26, 2020, the initial submission package relating to the transaction has been provided to the TSX Venture Exchange for its review. As of November 27, 2020, The TSXV has conditionally accepted the qualifying transaction subject to Meteorite and Sparkit fulfilling all of the requirements of the TSXV on or before February 25, 2021. The transaction is expected to be completed on or about July 31, 2020. As of August 28, 2020, the transaction has not yet been completed. Sparkit Media Inc. cancelled the acquisition of Meteorite Capital Inc. (TSXV:MTR.P) in a reverse merger transaction on February 22, 2021. Meteorite is now also evaluating alternative acquisition opportunities with a view to completing its qualifying transaction.